19 Jun 2019 20:36:00
Resolutions of the Board of Directors Meeting on the plan for delisting of the securities of GLOW from being the listed securities on the Stock Exchange of Thailand, and the tender offer for the purposes of delisting of securities
Tender Offer Subject : Tender offer Listed company subject to tender offer : GLOW ENERGY PUBLIC COMPANY LIMITED (GLOW) Offeror : Global Power Synergy Public Company Limited Offer price Common shares (baht per share) : 90.8136 Tender offer : For delisting Remark : The Company will make a tender offer for all of the securities of GLOW to delist the securities of GLOW from being the listed securities on the Stock Exchange after all of the following conditions precedent are fully satisfied: 1) The shareholders meeting of GLOW resolves to approve the delisting of the securities of GLOW from being the listed securities on the Stock Exchange with the votes of not less than three-quarters of the total issued shares of GLOW, and there must not be shareholders opposing the delisting with the votes exceeding 10 percent of the total issued shares of GLOW; and 2) The delisting of the securities of GLOW from the Stock Exchange must be approved and/or obtained waiver from the relevant agencies, including the Stock Exchange, financial institutions, and other contractual parties, in accordance with relevant agreements (in the case of necessity). In making the tender offer to delist the securities of GLOW from being the listed securities on the Stock Exchange, the Company will make the tender offer at the offering price of THB 90.8136 per share which is subject to (if any) price adjustment as a result of (1) GLOW distributes dividend to its shareholders, (2) GLOW changes the par value of its shares which results in an increase or decrease in the number of shares, (3) GLOW grants the rights to purchase the newly-issued shares for right offering or issuance of the transferrable subscription right in accordance with Clause 40 of the Notification of the Capital Market Supervisory Board No. TorChor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers (including any amendment thereto) (the "Notification TorChor. 12/2554"). In addition such offering price is the price not lower than the highest price calculated based on the procedure on the determination of tender offer price for delisting of securities pursuant to the Notification TorChor. 12/2554. ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement.